Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
☒ | No fee required |
☐ |
☐ | Fee computed on table | |||||
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Clinton P. Jones | | | ||||
| | Co-Chairman of the Board of Directors |
1. | To elect Alexander Timm, David Fisher, and Vijay Kotte as Class I Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified; |
2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
3. | To cast an advisory vote to approve the compensation of the Company’s Named Executive Officers (“Say-on-Pay Vote”); and |
4. | To transact such other business as may properly come before the meeting. |
By Order of the Board of Directors, | | | |
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Brad Burd | | | |
Chief Legal Officer and Corporate Secretary | | | |
April 26, 2024 | | |
Name | | | Age | | | Position with GoHealth |
Alexander Timm | | | 35 | | | Director |
David Fisher | | | 55 | | | Director |
Vijay Kotte | | | 46 | | | Director and Chief Executive Officer |
Name | | | Age | | | Position with GoHealth |
Brandon M. Cruz | | | 46 | | | Co-Chairman of the Board of Directors |
Joseph G. Flanagan | | | 52 | | | Director |
Christopher C. Litchford | | | 39 | | | Director |
Name | | | Age | | | Position with GoHealth |
Clinton P. Jones | | | 46 | | | Co-Chairman of the Board of Directors |
Jeremy W. Gelber | | | 48 | | | Director |
Karoline H. Hilu, M.D. | | | 42 | | | Director |
Fee Category | | | 2023 | | | 2022 |
Audit Fees | | | $3,591,285 | | | $3,265,285 |
Audit-Related Fees | | | $31,000 | | | $30,550 |
Tax Fees | | | $438,310 | | | $501,899 |
All Other Fees | | | — | | | — |
Total Fees | | | $4,060,595 | | | $3,797,734 |
Status | | | Number of Shares of Class A Common Stock Issued and Outstanding | | | Number of Shares of Class B Common Stock Issued and Outstanding | | | Number of Shares of Class A Common Stock Reserved for Future Issuance | | | Number of Shares of Class B Common Stock Reserved for Future Issuance | | | Number of Shares of Class A Common Stock Authorized but Not Outstanding or Reserved | | | Number of Shares of Class B Common Stock Authorized but Not Outstanding or Reserved |
Pre-Reverse Stock Split | | | 132,396,324 | | | 197,070,952 | | | 27,940,038 | | | — | | | 939,663,638 | | | 492,929,048 |
Post-Reverse Stock Split 1:5 | | | 26,479,264 | | | 39,414,190 | | | 5,588,007 | | | — | | | 1,067,932,729 | | | 650,585,810 |
Post-Reverse Stock Split 1:10 | | | 13,239,632 | | | 19,707,095 | | | 2,794,003 | | | — | | | 1,083,966,365 | | | 670,292,905 |
Post-Reverse Stock Split 1:15 | | | 8,826,421 | | | 13,138,063 | | | 1,862,669 | | | — | | | 1,089,310,910 | | | 676,861,937 |
Name | | | Age | | | Position |
Vijay Kotte(1) | | | 46 | | | Chief Executive Officer |
Jason Schulz(2) | | | 47 | | | Chief Financial Officer |
Michael Hargis(3) | | | 52 | | | Chief Operating Officer |
Brad Burd(4) | | | 46 | | | Chief Legal Officer and Corporate Secretary |
(1) | See biography on page 4 of this Proxy Statement. |
(2) | Jason Schulz has served as GoHealth’s Chief Financial Officer since 2022 and, prior to that, served as President, Pacific Northwest Region at OptumCare, a health services and innovation company, from September 2019 to September 2021. Mr. Schulz was also the Chief Financial Officer of DaVita Medical Group, one of the nation’s leading independent medical groups that operates medical clinics providing primary and specialist care, from February 2016 to December 2019, prior to its divestiture to OptumCare in 2019. He has also held Chief Financial Officer roles at NextMED, a healthcare service model company, from July 2013 to February 2015, and Mercy Health Plan, a multi-state health care system, from October 2009 to June 2013. Mr. Schulz holds a Bachelor’s degree in Business Administration from the University of Northern Colorado, has an MBA from Washington University in St. Louis, and is a Certified Management Accountant. |
(3) | Michael Hargis joined GoHealth in 2022 as Chief Customer Experience Officer and began his role as Chief Operating Officer in July 2023. As Chief Operating Officer, Mr. Hargis leads our efforts to deliver a best-in-class customer experience across enterprise and Medicare sales, telecare, member retention, product, compliance, and business operations. Before GoHealth, Mr. Hargis served as Chief Experience Officer at The Key, the nation’s leading senior memory and specialized care provider from 2019 to 2021. Additionally, he was the Senior Vice President of Global Customer Success and Inside Sales at NortonLifeLock (NYSE: NLOK) from 2017 to 2019, with over 50 million worldwide members and revenue of over $2.5 billion. Hargis joined NortonLifelock after serving as Senior Vice President of Member Services, Consumer Sales and Business Operations at LifeLock (NYSE: LOCK). Mr. Hargis has a track record of leading teams that improve the efficiency and effectiveness of complex global sales, operations, and customer success organizations. He started his career at GE Capital Financial Services and CareerBuilder and earned his MBA from Northwestern University, Kellogg School of Management, and BBA from Thomas More University. |
(4) | Brad Burd brings more than a decade of accomplishments as a leader at GoHealth to his role as Chief Legal Officer and Corporate Secretary. In this role as Chief Legal Officer and Corporate Secretary, which he began in February 2024, Mr. Burd oversees the Company’s legal affairs, including compliance, government relations, commercial, and corporate governance matters. Mr. Burd has been with GoHealth since 2011, serving as General Counsel from 2011 to February 2024, during which he directed the legal department through the Company’s different phases, including the IPO in 2020. Mr. Burd further served as the Company’s Interim Corporate Secretary from 2019 until July 2020. His extensive experience in the healthcare industry and as an in-house leader has earned him many recognitions, and at GoHealth, he has long been valued as a trusted advisor to the management team and Board of Directors. Prior to joining GoHealth, Brad worked in the Chicago office of two national law firms and formally represented GoHealth as outside counsel. Brad graduated with a bachelor’s degree in finance from Miami University in Oxford, Ohio. He later attended the University of Cincinnati College of Law, where he earned his Juris Doctor degree. |
| Board Diversity Matrix as of April 11, 2024 | | ||||||
| Total Number of Directors | | | 9 | | |||
| Part I: Gender Identity | | | Female | | | Male | |
| Directors | | | 1 | | | 8 | |
| Part II: Demographic Background | | | | | | ||
| Asian | | | — | | | 1 | |
| Hispanic or Latinx | | | — | | | 1 | |
| White | | | 1 | | | 5 | |
| LGBTQ+ | | | 1 | | |||
| Did not disclose race/ethnicity | | | 1 | |
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance |
Brandon M. Cruz | | | | | Chairperson | | | ||
David Fisher | | | Chairperson | | | X | | ||
Joseph G. Flanagan | | | | | | | Chairperson | ||
Jeremy W. Gelber | | | | | X | | | X | |
Karoline H. Hilu, M.D | | | X | | | | | ||
Clinton P. Jones | | | | | | | X | ||
Alexander Timm | | | X | | | | |
• | preparing the audit committee report required by SEC rules (which is included on page 8 of this Proxy Statement). |
* | Effective July 31, 2023, the Board appointed Michael Hargis as Chief Operating Officer of the Company. Prior to his appointment as Chief Operating Officer, Mr. Hargis served as Chief Customer Experience Officer of the Company. |
2023 Summary Compensation Table | |||||||||||||||||||||
Name and Principal Position(1) | | | Year | | | Salary(2) ($) | | | Stock Awards(3) ($) | | | Option Awards(4) ($) | | | Non-equity Incentive Plan Compensation(5) ($) | | | All Other Compensation(6) ($) | | | Total ($) |
Vijay Kotte Chief Executive Officer | | | 2023 | | | $900,000 | | | $3,525,000 | | | $691,664 | | | $— | | | $25,210 | | | $5,141,874 |
| 2022 | | | $484,615 | | | $5,425,820 | | | $1,614,992 | | | $1,670,400 | | | $10,572 | | | $9,206,399 | ||
Jason Schulz Chief Financial Officer | | | 2023 | | | $500,000 | | | $705,014 | | | $138,336 | | | $— | | | $46,204 | | | $1,389,554 |
| 2022 | | | $269,231 | | | $2,464,996 | | | $569,994 | | | $742,400 | | | $5,082 | | | $4,051,703 | ||
Michael Hargis Chief Operating Officer | | | 2023 | | | $438,462 | | | $1,702,000 | | | $— | | | $— | | | $59,757 | | | $2,200,219 |
| | | | | | | | | | | | | | |
(1) | Mr. Hargis was appointed our Chief Operating Officer effective as of July 31, 2023. |
(2) | Reflects actual base salary paid with respect to the applicable fiscal year. |
(3) | The amounts reported in this column represent the grant date fair value of RSUs granted in the fiscal year, calculated in accordance with FASB ASC Topic 718. The grant date fair value of the time-based RSUs is calculated based on the number of RSUs granted multiplied by the grant date closing stock price. The grant date fair value of the performance-based RSUs is calculated based on the target number of performance-based RSUs expected to vest at the time of grant multiplied by the grant date closing price. If the performance-based RSUs vest at the maximum performance level, the value would be: Mr. Kotte-$2,349,991; and Mr. Schulz- $470,009. Mr. Hargis did not receive a grant of performance-based RSUs in 2023. |
(4) | The amounts reported in this column represent the grant date fair value of stock option awards calculated in accordance with FASB ASC Topic 718. See Note 7 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. |
(5) | The amounts reported in this column represent cash awards paid under the Annual Bonus Plan for the applicable year based upon Company performance, which is discussed in further detail in the Executive Compensation Overview section. At the recommendation of the NEOs, the Compensation Committee exercised negative discretion and did not award an annual non-equity incentive plan bonus payment for 2023 to any of the NEOs. |
(6) | The amounts in this column for 2023 consist of the sum of all other compensation as reported in the table below of All Other Compensation. |
Name | | | 401(k) Match(a) | | | Life Insurance(b) | | | Executive Health Care(c) | | | Perquisites(d) | | | Total |
Vijay Kotte | | | $9,173 | | | $306 | | | $15,371 | | | $360 | | | $25,210 |
Jason Schulz | | | $769 | | | $306 | | | $10,231 | | | $34,898 | | | $ 46,204 |
Michael Hargis | | | $7,846 | | | $268 | | | $16,030 | | | $35,613 | | | $59,757 |
(a) | The GoHealth, Inc. 401(k) is available to all eligible salaried and hourly employees, including senior management. Participants contribute by making pre-tax employee contributions that are then matched by the Company. The Company match is 50% of the first 4% of employee contributions. |
(b) | The amounts in this column represent life and accidental death and dismemberment, or AD&D, insurance premiums. |
(c) | The Company provides certain senior officers with access to executive health benefits. |
(d) | Mr. Schulz and Mr. Hargis received a housing and travel stipend in the amount of $34,898 and $35,613, respectively. All Company employees, including the NEOs, receive a cell phone allowance in the amount of $360 per year. |
○ | In the event the executive is terminated by the Company without cause or resigns for good reasons during the 90-day period immediately preceding the three year anniversary of the vesting date (the “90 Day Acceleration Period”), then, effective as of immediately prior to such termination of employment, such performance stock units shall immediately vest in full, with the number of vested performance stock units determined based on actual Three Year VWAP performance as measured on such three year anniversary; and |
○ | In the event of a change in control (as defined in the Inducement Plan) (i) prior to the 18 month anniversary of the effective date of the executive’s employment agreement, such performance stock units shall vest immediately prior to such change in control at the greater of target level and actual performance assuming the Three Year VWAP is equal to the per-share transaction price in connection with such change in control; and (ii) on or after the 18 month anniversary of the effective date of the executive’s employment agreement, such performance stock units shall vest immediately prior to such change in control at the greater of target level and actual performance assuming the Three Year VWAP measurement period ends on the date immediately prior to the change in control (unless the per-share transaction price in connection with such change in control is greater than or equal to $90.00, in which case such performance stock units shall vest at 200%). |
2023 Outstanding Equity Awards at Fiscal Year-End Table | ||||||||||||||||||||||||||||||
| | | | Option Awards | | | Stock Awards | |||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested(2) (#) | | | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | | | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) |
Vijay Kotte | | | 6/6/2022 | | | 47,222 | | | 141,666 | | | | | $11.85 | | | 6/6/2032 | | | | | | | | | |||||
| | 6/7/2022 | | | | | | | | | | | | | | | | | 47,222 | | | $629,941 | ||||||||
| | 4/10/2023 | | | | | 83,333 | | | | | $14.10 | | | 4/10/2033 | | | | | | | | | |||||||
| | 4/10/2023 | | | | | | | | | | | | | 166,667 | | | $2,223,338 | | | | | ||||||||
| | 4/10/2023 | | | | | | | | | | | | | | | | | 166,666 | | | $2,223,324 | ||||||||
Jason Schulz | | | 6/6/2022 | | | 16,666 | | | 50,000 | | | | | $11.85 | | | 6/6/2032 | | | | | | | | | |||||
| | 6/7/2022 | | | | | | | | | | | | | | | | | 50,000 | | | $667,000 | ||||||||
| | 4/10/2023 | | | | | 16,667 | | | | | $14.10 | | | 4/10/2033 | | | | | | | | | |||||||
| | 4/10/2023 | | | | | | | | | | | | | 33,334 | | | $444,676 | | | | | ||||||||
| | 4/10/2023 | | | | | | | | | | | | | | | | | 33,334 | | | $444,676 | ||||||||
Michael Hargis | | | 9/12/2022 | | | | | | | | | | | | | 22,222 | | | $296,441 | | | | | |||||||
| | 3/21/2023 | | | | | | | | | | | | | 50,000 | | | $667,000 | | | | | ||||||||
| | 8/9/2023 | | | | | | | | | | | | | 50,000 | | | $667,000 | | | | |
(1) | Stock options granted in 2022 vest in four equal annual installments on the anniversary of the grant date, subject to continued service with the Company. Stock options granted in 2023 vest in three equal annual installments on the anniversary of the grant date, subject to continued service with the Company. |
(2) | Reflects outstanding time-based RSUs that remain unvested as of December 31, 2023. Time-based RSUs vest in three equal annual installments on the anniversary of the grant date, except for Mr. Hargis’ grants of (i) 44,444 RSUs on September 12, 2022 vesting in two equal annual installments, with the remaining installment vesting on September 9, 2024 and (ii) 50,000 RSUs on March 21, 2023 vesting in two equal annual installments, with the first such installment vesting on March 21, 2024. |
(3) | Market value of stock units is determined by multiplying the number of units by the closing share price of $13.34 on December 29, 2023 (the last trading day of 2023). |
(4) | Reflects outstanding performance-based RSUs that remain unvested as of December 31, 2023. For Messrs. Kotte and Schulz, performance-based RSUs vest after a three-year period based upon either (i) our VWAP over such three-year period for awards granted in 2022 or (ii) the achievement of adjusted EBITDA CAGR over such three-year period for awards granted in 2023. The number of stock units is shown at maximum achievement based on previous fiscal year’s performance. |
Name | | | Fees earned or paid in cash ($) | | | Stock Awards(1) ($) | | | Total ($) |
Brandon Cruz | | | $500,000 | | | $— | | | $500,000 |
David Fisher | | | $275,000 | | | $249,997 | | | $524,997 |
Joseph G. Flanagan | | | $250,000 | | | $249,997 | | | $499,997 |
Jeremy W. Gelber(2) | | | $— | | | $— | | | $— |
Karoline Hilu(3) | | | $148,269 | | | $207,521 | | | $355,790 |
Clinton P. Jones | | | $500,000 | | | $— | | | $500,000 |
Vijay Kotte(4) | | | $— | | | $— | | | $— |
Christopher Litchford(2) | | | $— | | | $— | | | $— |
Alexander E. Timm | | | $250,000 | | | $149,994 | | | $399,994 |
(1) | Amounts reflect the grant-date fair value of the RSU awards during the year ended December 31, 2023 computed in accordance with ASC Topic 718 based on the closing stock price on the date of grant. Directors were provided an annual grant on May 23, 2023 which vests in four equal quarterly installments, with the first such installment vesting on August 23, 2023. Ms. Hilu was granted 4,677 RSUs upon her appointment to the Board which vest in four quarterly installments, the first of such installment vesting on April 5, 2023. As of December 31, 2023, the non-employee Directors had the following number of RSU awards unvested: Mr. Fisher 6,569; Mr. Flanagan 6,569; Ms. Hilu 3,941 and Mr. Timm 3,941. In addition, as of December 31, 2023, two of our non-employee Directors who founded the Company and were previously employees had the following number of awards outstanding: Mr. Cruz 12,003 RSUs (inclusive of 9,002 of performance-based RSUs at maximum achievement) and 7,525 options (2,509 which are unvested); and Mr. Jones 12,003 RSUs (inclusive of 9,002 of performance-based RSUs at maximum achievement) and 7,525 options (2,509 which are unvested). |
(2) | As Centerbridge director nominees, Mr. Gelber and Mr. Litchford do not receive any compensation for their Board service. |
(3) | Ms. Hilu was appointed to the Board on January 5, 2023. |
(4) | As an employee of the Company, Mr. Kotte receives no additional compensation for his Board service. Please see the 2023 Summary Compensation Table for the compensation received by Mr. Kotte with respect to 2023. |
Year | | | Summary Compensation Table Total for Jones(1) | | | Compensation Actually Paid to Jones(1)(2)(3) | | | Summary Compensation Table Total for Kotte(1) | | | Compensation Actually Paid to Kotte(1)(2)(3) | | | Average Summary Compensation Table Total for Non-CEO NEOs(4) | | | Average Compensation Actually Paid to Non-CEO NEOs(2)(3)(4) | | | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | | | Net Income (in millions) |
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) |
2023 | | | n/a | | | n/a | | | $5,141,874 | | | $5,961,359 | | | $1,794,887 | | | $1,872,627 | | | $6.51 | | | $(63.26) |
2022 | | | $2,659,957 | | | $323,579 | | | $9,206,399 | | | $8,450,786 | | | $3,769,344 | | | $2,569,039 | | | $5.10 | | | $(148.71) |
2021 | | | $4,930,844 | | | $(6,486,965) | | | n/a | | | n/a | | | $4,042,886 | | | $(1,688,280) | | | $27.75 | | | $(189.36) |
(1) | Mr. Kotte has served as the Chief Executive Officer since June 3, 2022. Mr. Jones served as Chief Executive Officer during 2021 and through June 2, 2022. |
(2) | Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid consist of: |
| | 2023 | | | 2022 | | | 2021 | |||||||||||||
| | Vijay Kotte - CEO | | | Average Non- CEO NEOs | | | Clint Jones CEO | | | Vijay Kotte CEO | | | Average Non- CEO NEOs | | | Clint Jones - CEO | | | Average Non- CEO NEOs | |
Total Compensation from Summary Compensation Table | | | $5,141,874 | | | $1,794,887 | | | $2,659,957 | | | $9,206,399 | | | $3,769,344 | | | $4,930,844 | | | $4,042,886 |
Total Adjustments for Pension | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 |
Adjustments for Equity Awards | | | | | | | | | | | | | | | |||||||
Adjustment for grant date values in the Summary Compensation Table | | | $(4,216,664) | | | $(1,272,675) | | | $(1,500,000) | | | $(7,040,812) | | | $(2,655,067) | | | $(4,000,076) | | | $(3,139,813) |
Year-end fair value of unvested awards granted in the current year | | | $4,318,853 | | | $1,098,889 | | | $1,540,987 | | | $1,644,212 | | | $1,165,958 | | | $527,998 | | | $360,474 |
Year-over-year difference of year-end fair values for unvested awards granted in prior years | | | $319,824 | | | $88,550 | | | $(1,577,870) | | | $0 | | | $(357,255) | | | $(6,163,822) | | | $(2,310,343) |
Fair values at vest date for awards granted and vested in current year | | | $0 | | | $0 | | | $0 | | | $4,640,987 | | | $818,997 | | | $0 | | | $0 |
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | | | $397,472 | | | $162,976 | | | $(799,495) | | | $0 | | | $(172,938) | | | $(1,781,909) | | | $(641,484) |
Total Adjustments for Equity Awards | | | $819,485 | | | $77,740 | | | $(2,336,378) | | | $(755,613) | | | $(1,200,305) | | | $(11,417,809) | | | $(5,731,166) |
| | | | | | | | | | | | | | ||||||||
Compensation Actually Paid (as calculated) | | | $5,961,359 | | | $1,872,627 | | | $323,579 | | | $8,450,786 | | | $2,569,039 | | | $(6,486,965) | | | $(1,688,280) |
(3) | The assumptions used to calculate compensation actually paid are consistent with the methodology used for financial reporting purposes and, in the case of awards subject to performance-based vesting conditions, are valued based on the probable achievement of the underlying performance goal as of the last day of the applicable year. |
(4) | Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |
(5) | Pursuant to the rules of the SEC, the comparison assumes $100 was invested on December 31, 2020. Historic stock price performance is not necessarily indicative of future stock price performance. |
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (in thousands) | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(2) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(3) (in thousands) |
Equity compensation plans approved by security holders(4) | | | 1,508 | | | $22.72 | | | 893 |
Equity compensation plans not approved by security holders(1) | | | 920 | | | $11.85 | | | 194 |
Total | | | 2,428 | | | $16.13 | | | 1,087 |
(1) | Includes non-voting Profit Units issued by Blizzard Management Feeder, LLC, to employees on behalf of the Company, effective September 13, 2019 in conjunction with the Centerbridge Acquisition. This number also includes shares available for future issuance under the Inducement Plan. See Note 7 of the Audited Financial Statements for a brief description of the material features of the Profits Units and the Inducement Plan. |
(2) | The weighted-average exercise price does not include shares to be issued in connection with the settlement of RSUs, performance stock units, or employee stock purchase plan (“ESPP”), as such awards do not have an exercise price. |
(3) | Includes shares available for future issuance under our equity incentive plan, the Inducement Plan, and our ESPP. |
(4) | Includes shares available for issuance under the 2020 Incentive Award Plan and our ESPP. See Note 7 of the Audited Financial Statements for a brief description of the material features of the 2020 Incentive Award Plan and our ESPP. |
Securities Ownership | | | Shares of Class A Common Stock Beneficially Owned(1) | | | Shares of Class B Common Stock Beneficially Owned | | | Combined Voting Power(2) | ||||||
| | Number | | | Percentage | | | Number | | | Percentage | | | Percentage | |
5% Stockholders | | | | | | | | | | | |||||
Centerbridge(3) | | | 40,682,961 | | | 30.8% | | | 80,792,677 | | | 41.0% | | | 36.9% |
NVX Holdings(4) | | | 807,300 | | | * | | | 92,677,981 | | | 47.0% | | | 28.4% |
Harris Associates L.P.(5) | | | 6,222,100 | | | 5.1% | | | — | | | — | | | 1.9% |
Blizzard Management Feeder, LLC(6)(7) | | | — | | | — | | | 24,989,468 | | | 12.7% | | | 7.6% |
NEOs and Directors | | | | | | | | | | | |||||
Clinton P. Jones(6)(7)(8) | | | 67,065 | | | * | | | 95,427,969 | | | 48.4% | | | 29.3% |
Brandon M. Cruz(6)(7)(9) | | | 67,065 | | | * | | | 95,427,969 | | | 48.4% | | | 29.3% |
Travis Matthiesen(7)(10) | | | 45,268 | | | * | | | 1,072,404 | | | * | | | * |
Vance Johnston | | | — | | | — | | | — | | | — | | | — |
James A. Sharman(7)(11) | | | 51,969 | | | * | | | 4,951,129 | | | 2.5% | | | 1.5% |
Brian P. Farley(12) | | | 178,759 | | | * | | | — | | | — | | | * |
Vijay Kotte | | | 5,666,667 | | | 4.2% | | | — | | | — | | | 1.7% |
David A. Fisher | | | 605,427 | | | * | | | — | | | — | | | * |
| | Shares of Series A Preferred Stock Beneficially Owned | | | Shares of Class A Common Stock Beneficially Owned(1) | | | Shares of Class B Common Stock Beneficially Owned | | | Combined Voting Power(2) | ||||||||||
| | Number | | | Percentage | | | Number | | | Percentage | | | Number | | | Percentage | | | ||
5% Stockholders | | | | | | | | | | | | | | | |||||||
Centerbridge(3) | | | — | | | — | | | 4,179,850 | | | 42.0% | | | 5,386,178 | | | 42.1% | | | 43.0% |
NVX Holdings(4) | | | — | | | — | | | 53,820 | | | * | | | 6,178,532 | | | 48.3% | | | 28.0% |
Blizzard Management Feeder, LLC(5)(6) | | | — | | | — | | | — | | | — | | | 1,158,436 | | | 9.1% | | | 5.2% |
Anthem Insurance Companies, Inc.(7) | | | 35,000 | | | 70% | | | — | | | — | | | — | | | — | | | 9.9% |
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NEOs and Directors | | | | | | | | | | | | | | | |||||||
Clinton P. Jones(4)(6)(8) | | | — | | | — | | | 86,756 | | | * | | | 6,386,699 | | | 50% | | | 24.1% |
Vijay Kotte(9) | | | — | | | | | 649,747 | | | 6.5% | | | — | | | — | | | 2.4% | |
Jason Schulz(10) | | | — | | | — | | | 289,034 | | | 2.9% | | | — | | | — | | | 1.1% |
Securities Ownership | | | Shares of Class A Common Stock Beneficially Owned(1) | | | Shares of Class B Common Stock Beneficially Owned | | | Combined Voting Power(2) | ||||||
| | Number | | | Percentage | | | Number | | | Percentage | | | Percentage | |
Joseph G. Flanagan(13) | | | 125,202 | | | * | | | 49,660 | | | * | | | * |
Jeremy W. Gelber | | | — | | | — | | | — | | | — | | | — |
Miriam A. Tawil(14) | | | — | | | — | | | — | | | — | | | — |
Alexander E. Timm(15) | | | 75,121 | | | * | | | 49,660 | | | * | | | * |
All directors and current executive officers as a group (11 individuals) | | | 8,831,413 | | | 6.7% | | | 97,843,822 | | | 49.6% | | | 32.5% |
| | Shares of Series A Preferred Stock Beneficially Owned | | | Shares of Class A Common Stock Beneficially Owned(1) | | | Shares of Class B Common Stock Beneficially Owned | | | Combined Voting Power(2) | ||||||||||
| | Number | | | Percentage | | | Number | | | Percentage | | | Number | | | Percentage | | | ||
Brandon Cruz(4)(6)(11) | | | — | | | — | | | 80,136 | | | * | | | 6,386,699 | | | 50.0% | | | 24.1% |
Joseph G. Flanagan(12) | | | — | | | — | | | 39,867 | | | * | | | 6,621 | | | * | | | * |
Karoline Hilu, M.D.(13) | | | — | | | — | | | 12,559 | | | * | | | — | | | — | | | * |
Jeremy W. Gelber | | | — | | | — | | | — | | | | | — | | | — | | | ||
David Fisher(14) | | | — | | | — | | | 71,882 | | | * | | | — | | | — | | | * |
Christopher Litchford | | | — | | | — | | | — | | | | | — | | | — | | | ||
Alexander Timm(15) | | | — | | | — | | | 23,919 | | | * | | | 6.621 | | | * | | | * |
Michael Hargis | | | — | | | — | | | 40,787 | | | * | | | | | * | | | * | |
All directors and executive officers as a group (12 individuals) | | | — | | | — | | | 1,303,780 | | | 12.9% | | | 6,651,693 | | | 52.0% | | | 29.5% |
(1) | Does not include beneficial ownership of LLC Interests or Class B shares that may be redeemed for shares of our Class A common stock on a one-for-one basis or cash, as described above. When an LLC Interest is exchanged by a continuing equity owner who holds our Class B common stock, a corresponding share of Class B common stock will be cancelled. |
(2) | Represents the percentage of voting power of our preferred stock, Class A common stock and Class B common stock voting as a single class. The holders of our preferred stock are able to vote along with the Class A common stockholders on an as-converted basis. Each share of Class A common stock entitles the registered holder to one vote per share and each share of Class B common stock entitles the registered holder thereof to one vote per share on all matters presented to stockholders for a vote generally, including the election of directors. The Class A common stock and Class B common stock will vote as a single class on all matters except as required by law or our |
(3) | Based solely on information obtained from a Schedule |
(4) | Based solely on information obtained from a Schedule |
(5) |
Consists of |
Each of the members of Feeder directly hold common units of Feeder that correspond to the LLC Interests (and associated shares of Class B common stock) directly held by Feeder for each such member’s benefit and are entitled to (subject to time-based vesting requirements) direct Feeder to (i) initiate a redemption of the LLC Interests as described above and (ii) vote the associated shares of Class B common stock held by Feeder for such member’s benefit on all matters presented to stockholders for a vote generally, including the election of directors. The business address of Feeder is c/o NVX Holdings, Inc., |
(7) | Anthem Insurance Companies, Inc. (“Anthem”) currently holds 35,000 shares of preferred stock (“Anthem’s Preferred Stock”) which is convertible into Class A common stock of the Company. As of the Record Date, Anthem’s Preferred Stock would be convertible into 3,795,222 shares of Class A common stock. However, pursuant to the Certificate of Designations of Series A Convertible Perpetual Preferred Stock, Anthem’s voting rights shall not exceed 9.99% of the issued and outstanding shares with voting rights. Accordingly, in order to prevent exceeding the voting cap, Anthem’s Preferred Stock is currently convertible into 2,704,063 shares of Class A common stock and 1,091,159 is convertible into Series A-1 Convertible Non-Voting Perpetual Preferred Stock. |
(8) | Includes |
(9) | Consists of (i) 527,526 shares of Class A common stock, (ii) 74,999 stock options, and (iii) 47,222 stock options vesting within 60 days of April 19, 2024, each directly owned by Mr. Kotte. |
(10) | Consists of (i) 250,146 shares of Class A common stock, (ii) 22,221 stock options. and (iii) 16,667 stock options vesting within 60 days of April 19, 2024, each directly owned by Mr. Schulz. |
(11) | Includes |
(12) | Consists of (i) |
(13) | Consists of (i) 10,588 shares of Class A common stock and (ii) 1,971 restricted stock units vesting within 60 days of April 19, 2024. |
(14) |
(15) | Consists of (i) |
* | Represents beneficial ownership of less than 1% |
Proposal | | | Votes required | | | Effect of Votes Withheld / Abstentions and Broker Non-Votes |
Proposal 1: Election of Directors | | | The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors. | | | Votes withheld and broker non-votes will have no effect. |
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority of the votes cast. | | | Abstentions will have no effect. We do not expect any broker non-votes on this proposal since brokers can vote with discretion on this proposal. |
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Proposal 3: Advisory vote to approve the compensation of the Company’s Named Executive Officers (Say-on-Pay Vote) | | | The affirmative vote of the holders of a majority of the votes cast. | | | Abstentions and broker non-votes will have no effect. |